As filed with the United States Securities and Exchange Commission on
December 24, 1997.
Registration No. 333-42013
=========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
Century Telephone Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-0651161
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
100 Century Park Drive
Monroe, Louisiana 71203
(318) 388-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------
Copy to: Harvey P. Perry Copy to:
Kenneth J. Najder Senior Vice President, David P. Falck
Jones, Walker, Waechter, General Counsel and Secretary Winthrop, Stimson,
Poitevent, Carrere & Century Telephone Putnam & Roberts
Denegre, L.L.P. Enterprises, Inc. One Battery Park Plaza
201 St. Charles Avenue, 100 Century Park Drive New York, New York 10004
51st Floor Monroe, Louisiana 71203 (504) 858-1000
New Orleans, Louisiana (318) 388-9500
70170-5100
(504) 582-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
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If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box.
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If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans,
please check the following box. X
---
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
---
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
---
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. X
---
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The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until this
registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act, the Prospectus
included in this Registration Statement is a combined Prospectus and
also relates to $400,000,000 of Senior Debt Securities previously
registered under the registrant's Registration Statement on Form S-3
(Registration No. 33-52915), of which $100,000,000 remain unsold as of
the date of this filing.
SUBJECT TO COMPLETION, DATED DECEMBER 24, 1997
$1,600,000,000
CENTURY TELEPHONE ENTERPRISES, INC.
SENIOR DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
________________________________
Century Telephone Enterprises, Inc. ("Century") may from time to
time offer hereunder (i) senior unsecured debt securities (the "Senior
Debt Securities"), (ii) shares of preferred stock (the "Preferred
Stock"), (iii) shares of common stock and accompanying preference share
purchase rights (the "Common Stock"), and (iv) warrants to purchase
Senior Debt Securities, Preferred Stock or Common Stock (the
"Warrants"), with an aggregate initial offering price of up to
$1,600,000,000. The Senior Debt Securities, Preferred Stock, Common
Stock and Warrants (collectively, the "Securities") may be offered,
separately or together, in one or more separate series or classes, in
amounts, at prices and on terms to be determined at the time of sale and
set forth in one or more supplements to this Prospectus (a "Prospectus
Supplement").
The specific terms of the Securities in respect to which this
Prospectus is being delivered will be set forth in the applicable
Prospectus Supplement and will include, where applicable, among other
things (i) in the case of Senior Debt Securities, the specific
designation, aggregate principal amount, net proceeds, offering price,
maturity, interest rate, interest payment dates and terms of any
conversion, redemption or sinking fund provisions thereof; (ii) in the
case of Preferred Stock, the designation and stated value, any dividend,
liquidation, redemption, conversion, voting or other rights, and the
initial public offering price thereof; (iii) in the case of Common
Stock, the initial public offering price thereof and (iv) in the case of
Warrants, the duration, offering price, exercise price and exercise
provisions. The Senior Debt Securities will rank equally with all
other unsubordinated and unsecured indebtedness of Century.
The Securities may be offered directly or through agents,
underwriters or dealers designated from time to time by Century. If any
agents, underwriters or dealers are involved in the sale of any of the
Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set
forth in the applicable Prospectus Supplement. See "Plan of
Distribution."
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________
This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement.
________________
The date of this Prospectus is December ____, 1997.
The information contained herein is subject to completion or amendment.
A Registration Statement relating to these securities has been filed
with the Securities and Exchange Commission. These Securities may not
be sold nor may offers to buy be accepted prior to the time the
Registration Statement becomes effective. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these Securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
AVAILABLE INFORMATION
Century is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith Century files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
filed can be inspected and copied at the Commission's Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C., 20549, and at the
following regional offices of the Commission: Seven World Trade Center,
13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding
registrants, such as Century, subsequent to the date when such
registrants began filing documents electronically with the Commission.
The address of the Commission's site is http//www.sec.gov. In addition,
Century's Common Stock is listed on the New York Stock Exchange and
similar information concerning Century can be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.
Pacific Telecom, Inc. ("PTI"), which Century acquired on December
1, 1997, also filed reports, proxy statements, and other information
with the Commission through November 10, 1997. Reports filed by PTI
pursuant to the Exchange Act can be inspected and copied at each of the
locations referenced above and are otherwise available through the
Commission's website.
This Prospectus forms a part of Century's Registration Statement
(the "Registration Statement") filed with the Commission on Form S-3
(Registration No. 333-42013), pursuant to which Century registered $1.5
billion of Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. The Registration Statement may be inspected and copied at
the Commission's offices listed above. Century has filed a similar
Registration Statement on Form S-3 (Registration No. 33-52915), pursuant
to which Century registered $400,000,000 of Senior Debt Securities, of
which $100,000,000 remain unsold on the date of this Prospectus. This
Prospectus also relates to the $100,000,000 of unsold Senior Debt
Securities registered pursuant to Registration Statement No. 33-52915.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by Century under the
Exchange Act with the Commission and are incorporated herein by
reference:
a. Century's Annual Report on Form 10-K for the year ended
December 31, 1996;
b. Century's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 1997;
c. Century's Current Reports on Form 8-K dated April 15, May 5,
June 11, December 1, and December 1, 1997; and
d. Century's Registration Statement filed under the Exchange
Act, as amended and restated on Form 8-A/A filed December 2, 1996, which
includes a description of Century's Common Stock and Preference Share
Purchase Rights.
All reports filed by Century with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and
to be made a part hereof from their respective dates of filing.
Information appearing herein or in any particular document incorporated
herein by reference is not necessarily complete and is qualified in its
entirety by the information and financial statements appearing in all of
the documents incorporated herein by reference and should be read
together therewith. Any statements contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified
or superseded to the extent that a statement contained herein or in any
other document subsequently filed or incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Century will provide without charge to each person to whom a copy
of this Prospectus has been delivered, including any beneficial owner,
upon the written or oral request of any such person, a copy of any of
the documents incorporated herein by reference, other than certain
exhibits to such documents. Requests for such copies should be directed
to Harvey P. Perry, Senior Vice President, General Counsel and
Secretary, Century Telephone Enterprises, Inc., 100 Century Park Drive,
Monroe, Louisiana 71203, telephone (318) 388-9500.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Prospectus and the
documents incorporated herein by reference include certain forward-
looking statements regarding events and financial trends that may affect
the Company's future operating results and financial position. Such
forward-looking statements are subject to uncertainties that could cause
the Company's actual results to differ materially from such statements.
Such uncertainties include but are not limited to: the effects of
ongoing deregulation in the telecommunications industry; the potential
effects of greater than anticipated competition in the Company's
markets; possible changes in the demand for the Company's products and
services; the Company's ability to successfully introduce new product
offerings on a timely and cost-effective basis; the risks inherent in
rapid technological change; the Company's ability to effectively manage
its growth, including integrating the newly-acquired operations of PTI
into the Company's operations; and the effects of more general factors
such as changes in general market or economic conditions or in
legislation, regulation or public policy. These and other uncertainties
related to the Company's business are described in detail in Century's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, which
is incorporated herein by reference. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
of the date on which they were made. Century undertakes no obligation
to update any of its forward-looking statements for any reason.
________________________________
When used herein, (i) the term "MSA" means a Metropolitan
Statistical Area for which the Federal Communications Commission (the
"FCC") has granted a cellular operating license, (ii) the term "RSA"
means a Rural Service Area for which the FCC has granted a cellular
operating license, (iii) the term "PCS" means Personal Communications
Services, a new digital mobile communications service, (iv) the term
"LEC" means a local exchange carrier that provides local telephone
service, (v) the term "Series" means any particular series of Senior
Debt Securities, (vi) the term "Century" means Century Telephone
Enterprises, Inc., (vii) the term "PTI" means Pacific Telecom, Inc.,
(viii) the term "Company" means Century and its subsidiaries (including
PTI on and after December 1, 1997), and (ix) the term "pops," whenever
used herein with respect to the operations of Century, PTI or the
Company, means the population of licensed markets (based on independent
third-party population estimates) multiplied by the proportionate equity
interests of Century, PTI or the Company in the licensed operators of
such markets.
THE COMPANY
The Company is a regional diversified telecommunications company
that is primarily engaged in providing local telephone and mobile
communications services in 21 states. As described further below under
"-Recent Acquisitions and Dispositions," on December 1, 1997, Century
acquired Pacific Telecom, Inc. ("PTI"), which substantially expanded the
Company's local telephone and mobile communications operations. As a
result of this acquisition, the Company's telephone subsidiaries
currently serve nearly 1.2 million telephone access lines, primarily in
rural, suburban and small urban communities in 21 states, with its
largest customer bases located in Wisconsin, Washington, Louisiana,
Michigan and Alaska. In addition, through its cellular operations, the
Company currently controls over 10 million pops in 31 MSAs and 44 RSAs,
primarily concentrated in Michigan, Mississippi, Wisconsin, Louisiana
and Arkansas. The Company also provides long distance, operator,
Internet and business information services.
Century is incorporated in Louisiana. Its principal executive
offices are located at 100 Century Park Drive, Monroe, Louisiana 71203,
and its telephone number is (318) 388-9500. The Company currently
employs approximately 5,700 persons.
Telephone Operations
According to published sources, the Company is currently the 10th
largest local exchange telephone company in the United States, based on
the number of telephone access lines served. At September 30, 1997, the
telephone subsidiaries of Century and PTI served approximately 531,000
and 613,000 access lines, respectively (not including approximately
47,000 access lines acquired by PTI in October 1997). The Company
currently operates over 440 central office and remote switching centers
in its telephone operating areas. Substantially all of the Company's
access lines are served by digital switching technology, which in
conjunction with other technologies allows the Company to offer
additional premium services to its customers, including call forwarding,
conference calling, caller identification, selective call ringing and
call waiting. At September 30, 1997, Century's telephone subsidiaries
provided Internet services to approximately 18,800 customers.
The table below sets forth (i) the number of access lines operated
by the telephone subsidiaries of Century and PTI as of September 30,
1997 and (ii) pro forma consolidated totals, which give effect to the
acquisition of PTI as if it had occurred on September 30, 1997:
Number of Access Lines at
September 30, 1997 Pro Forma
------------------------- -----------------------
State Century PTI Total % of Total
----- ------- --- ----- ----------
Wisconsin 117,565 126,383 243,948 21.32%
Washington 0 164,315 164,315 14.36%
Louisiana 94,222 0 94,222 8.23%
Michigan 92,659 0 92,659 8.10%
Alaska 0 86,797 86,797 7.58%
Colorado 8,005 71,908 79,913 6.98%
Ohio 77,347 0 77,347 6.76%
Oregon 0 71,123 71,123 6.22%
Montana 0 57,001 57,001 4.98%
Arkansas 41,950 0 41,950 3.67%
Texas 40,820 0 40,820 3.57%
Minnesota 0 27,829 27,829 2.43%
Tennessee 24,432 0 24,432 2.13%
Mississippi 17,419 0 17,419 1.52%
Idaho 4,298 1,499 5,797 0.51%
New Mexico 5,478 0 5,478 0.48%
Indiana 4,948 0 4,948 0.43%
Wyoming 0 4,548 4,548 0.40%
Iowa 189 1,591 1,780 0.16%
Arizona 1,604 0 1,604 0.14%
Nevada 0 428 428 0.03%
------- ------- --------- ------
TOTAL 530,936 613,422 1,144,358 100.00%
======= ======= ========= ======
A substantial portion of the growth in Century's telephone
operations over the past several years has been attributable to
acquisitions of other telephone companies and to the expansion of
services. Future growth in telephone operations is expected to be
derived from (i) acquiring additional telephone companies, (ii)
providing service to new customers, (iii) increasing network usage and
(iv) providing additional services made possible by advances in
technology and changes in regulation.
The installation of digital switches and related software has been
an important component of the Company's growth strategy because it
allows the Company to offer enhanced services (such as call forwarding,
conference calling, caller identification, selective call ringing and
call waiting) and to thereby increase utilization of existing access
lines. In 1997, the Company continued to expand its list of premium
services (such as voice mail and Internet access) offered in certain
service areas and aggressively marketed these services.
The Company's telephone subsidiaries are installing fiber optic
cable in high traffic routes in certain areas in which the subsidiaries
operate and have provided alternative routing of telephone service over
fiber optic cable networks in several strategic operating areas. At
September 30, 1997, the telephone subsidiaries of Century and PTI had
installed approximately 2,896 and 2,052 miles, respectively, of fiber
optic cable.
Mobile Communications Operations
According to published sources, the Company is currently the 10th
largest cellular telephone company in the United States, based on the
Company's pops. At September 30, 1997, (i) Century and PTI controlled
approximately 8.1 million and 1.9 million cellular pops, respectively,
and (ii) the majority-owned cellular systems of Century and PTI served
approximately 430,000 and 87,000 cellular subscribers, respectively.
The Company's business development strategy for its cellular
telephone operations is to secure operating control of service areas
that are geographically clustered. Clustered cellular service areas aid
the Company's marketing efforts and provide various operating and
service advantages. Approximately 45% of the Company's pops in markets
currently operated by the Company are in a single, contiguous cluster of
eight MSAs and nine RSAs in Michigan; another 18% are in a cluster of
five MSAs and seven RSAs in northern and central Louisiana, southern
Arkansas and eastern Texas.
During the last few years the Company has upgraded certain
portions of its cellular systems to provide for digital service. The
Company began implementing digital service in certain markets in late
1996 using the TDMA digital standard, and plans to install digital voice
transmission facilities in additional markets in 1998.
Other Operations
The Company also provides long distance, operator, and interactive
services in certain local and regional markets, as well as certain
printing and related business information services. At September 30,
1997, the Company's long distance business served approximately 165,000
customers in certain of the Company's markets. In addition, the Company
controls approximately 8.1 million PCS pops, over half of which were
acquired in conjunction with the PTI acquisition. The Company is
currently evaluating its options with respect to future PCS product
offerings.
Recent Acquisitions and Dispositions
Acquisition of Pacific Telecom, Inc. On December 1, 1997, Century
and its cellular holding company subsidiary, Century Cellunet, Inc.
("Cellunet"), acquired PTI in exchange for $1.503 billion cash in a two-
step transaction. In the first step, Cellunet purchased substantially
all of PTI's cellular operations in exchange for $240 million, and in
the second step Century purchased PTI's capital stock for $1.263
billion. To finance the acquisition, Century borrowed $1.288 billion
under its $1.6 billion senior unsecured credit facility with NationsBank
of Texas, Inc. and a syndicate of other lenders. This debt matures in
five years and bears interest at floating rates based upon London
InterBank Offered Rates for short-term periods. Century financed the
remainder of the PTI acquisition price with available cash, most of
which consisted of the proceeds of Century's sale of approximately 3.8
million shares of common stock of Brooks Fiber Properties, Inc.
("Brooks") in November 1997 for net proceeds of approximately $203
million.
PTI was organized in 1955 to provide local exchange telephone
services to suburban and rural communities primarily in the Pacific
Northwest. In subsequent years, PTI diversified its operations to
provide cellular and other telecommunications services. As a result of
Century's acquisition of PTI on December 1, 1997, the Company acquired
660,000 telephone access lines located in four midwestern states, seven
western states and Alaska, and approximately 100,000 cellular
subscribers in markets operated by PTI in two midwestern states and
Alaska. Cellunet intends to integrate the cellular operations that it
purchased from PTI into its existing cellular operations. Century will
operate the remainder of PTI as a wholly-owned subsidiary, with its
headquarters remaining in Vancouver, Washington. In connection with the
acquisition, Century has reorganized its telephone operations into three
operating regions, including a new western telephone operating region,
substantially all of which will be comprised of PTI's LECs in seven
western states and Alaska. As soon as practicable, the Company plans to
offer long distance, Internet and certain other services in most of
PTI's local exchange markets on substantially the same terms on which
Century recently began to offer such services to its telephone
customers.
For additional information regarding PTI, investors should refer
to PTI's recent annual, quarterly and current reports filed under the
Exchange Act, copies of which are filed as exhibits to the Registration
Statement of which this Prospectus forms a part and which are
incorporated by reference herein.
Other Acquisitions. In October 1997, Century acquired a security
alarm business that provides services to nearly 4,000 customers in north
central Louisiana, southern Arkansas and northwestern Mississippi. In
early December 1997, Century acquired approximately 177,000 additional
cellular pops through its purchase of additional partnership interests
in a limited partnership that operates Wisconsin RSA 8. In conjunction
with this purchase, Century was named the operator of this limited
partnership.
As part of its growth strategy, the Company continually evaluates
the possibility of acquiring additional telephone, cellular or long
distance operations, and at any given time may be engaged in discussions
or negotiations regarding additional acquisitions.
Sale of PTI's Undersea Cable Operations. On December 18, 1997,
PTI entered into definitive agreements to sell its interests in Pacific
Telecom Cable, Inc. ("PTC") and Pacific Telecom Transmissions Services,
Inc. ("PTTS") to an affiliate of Neptune Communications Corporation in
exchange for cash estimated at approximately $57 million, subject to
certain purchase price adjustments to be made in conjunction with the
closing of the transactions. PTC is the U.S. founder and operator of
the North Pacific Cable, a submarine fiber optic cable that links the
Pacific Northwest to Japan and Alaska. PTTS provides restoration
services to the North Pacific Cable via a satellite earth station.
Consummation of the transactions is subject to the receipt of
governmental approvals and other customary closing conditions. Century
anticipates that the transactions will be completed in the first or
second quarter of 1998.
Recent Events Affecting the Telecommunications Industry
The telecommunications industry continues to undergo various
fundamental regulatory, competitive and technological changes that make
it difficult to determine the form or degree of future regulation and
competition affecting the Company's telephone and mobile communications
operations. These changes may have a significant impact on the future
financial performance of all telecommunications companies.
In February 1996 the United States Congress enacted the
Telecommunications Act of 1996 (the "1996 Act"), which obligates LECs to
permit competitors to interconnect their facilities to the LEC's
network and to take various other steps that are designed to promote
competition. Although the 1996 Act provides certain waiver
opportunities for rural LECs such as those operated by the Company, the
FCC's August 1996 order implementing most of the 1996 Act's
interconnection provisions placed the burden of proving the continuing
availability of the rural telephone company exemption on rural LECs. In
July 1997 the U.S. Court of Appeals for the Eighth Circuit overturned
several provisions of the FCC's August 1996 interconnection order,
including the rules placing the burden of proof on rural LECs to retain
their rural exemption. This decision is being appealed.
Coincident with the recent movement toward increased competition
has been the gradual reduction of regulatory oversight of LECs. These
cumulative changes have led to the continued growth of various companies
providing competitive access and other services that compete with LECs'
services. Wireless telephone services are also expected to increasingly
compete with LECs.
In recent years, the FCC has allocated additional frequency
spectrum for mobile communications technologies that are expected to be
competitive with cellular, including PCS and mobile satellite services.
In 1996 several major PCS companies began providing services competitive
with cellular in selected larger markets, although thus far the Company
has experienced competition from PCS companies in only a limited number
of its markets. The FCC has also authorized certain specialized mobile
radio service licensees to configure their systems so as to operate in a
manner similar to cellular systems.
USE OF PROCEEDS
Unless otherwise indicated in any Prospectus Supplement, the net
proceeds from Century's sale of Securities will be used for refinancing
outstanding indebtedness and for other general corporate purposes,
including the financing of acquisitions or capital expenditures.
Century currently anticipates that it may sell Senior Debt Securities in
early 1998 to refinance a substantial portion of the bank indebtedness
that it incurred in December 1997 in connection with acquiring PTI. See
"The Company - Recent Acquisitions and Dispositions." Any specific
allocation of the net proceeds from the sale of a particular offering of
Securities will be determined at the time of the offering thereof and
will be described in the Prospectus Supplement relating to that
offering.
Century expects that it will from time to time engage in
additional private or public financings as market conditions warrant and
as the need arises.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for each of the years in the five year period ended December 31,
1996 and for the nine months ended September 30, 1997, which ratios are
based on the historical consolidated financial statements of the Company
without giving effect to the PTI acquisition. The table also sets forth
the pro forma combined data for the year ended December 31, 1996 and for
the nine months ended September 30, 1997, which data give effect to the
acquisition of PTI as if it had occurred on January 1, 1996. The pro
forma combined data are presented for comparative purposes only and are
not intended to be indicative of actual results had the PTI acquisition
occurred as of such date, nor do they purport to indicate results which
may be attained in the future.
HISTORICAL
-------------------------------------------------------
Year Ended December 31,
----------------------------------- Nine Months Ended
1992 1993 1994 1995 1996 September 30, 1997
---- ---- ---- ---- ---- ------------------
Ratio of earnings
to fixed charges(1) 4.25 4.32 4.50 4.74 5.10 7.69(2)
PRO FORMA COMBINED
--------------------------------------
Year Ended Nine Months Ended
December 31, 1996 September 30,1997
----------------- -----------------
Ratio of earnings to fixed charges(1) 2.01 2.72(3)
- --------------------------
(1)For purposes of computing these ratios, (i) earnings consist of
income before income taxes and fixed charges, with adjustments
primarily for earnings of unconsolidated subsidiaries and (ii)
fixed charges consist of interest expense (including amortized
debt issuance costs) and preferred stock dividends of
subsidiaries.
(2)5.67 excluding the gain on the sale of Century's competitive
access subsidiary in the second quarter of 1997.
(3)2.22 excluding the gain on the sale of Century's competitive
access subsidiary in the second quarter of 1997.
DESCRIPTION OF SENIOR DEBT SECURITIES
Set forth below are certain general terms and provisions of the
Senior Debt Securities, which may be issued from time to time in one or
more Series. The particular terms of each Series will be described in a
Prospectus Supplement relating thereto. The Senior Debt Securities will
be issued under an Indenture, dated as of March 31, 1994 (the
"Indenture"), between Century and Regions Bank (successor-in-interest to
Regions Bank of Louisiana and to First American Bank & Trust of
Louisiana), as Trustee (the "Trustee"). The particular terms of each
Series will be set forth in a resolution of a committee of Century's
Board of Directors specifically authorizing such Series (a "Board
Resolution") or in one or more supplemental indentures. The following
summary does not purport to be complete and is subject in all respects
to the provisions of, and is qualified in its entirety by express
reference to, the Indenture and Board Resolution, forms of which are
filed as exhibits to the Registration Statement. Unless otherwise
indicated, each reference italicized in parentheses below or in any
Prospectus Supplement applies to section numbers in the Indenture and
each capitalized term not otherwise defined herein has the meaning
ascribed to it in the Indenture.
General
The Senior Debt Securities will be general unsecured obligations
of Century and will rank prior to all subordinated indebtedness of
Century and pari passu with all other unsecured indebtedness of Century.
For further information on Century's debt, see "Capitalization."
Century is a holding company and derives substantially all of its income
and operating cash flow from its subsidiaries. As a result, Century
relies upon its subsidiaries to generate the funds necessary to meet its
obligations, including the payment of principal and interest on any
Senior Debt Securities to be issued hereunder. Certain of the
subsidiaries' loan agreements contain various restrictions on the
transfer of funds to Century, including certain provisions that restrict
the amount of dividends that may be paid to Century. At September 30,
1997, after giving effect to the acquisition of PTI, the amount of pro-
forma retained earnings of Century's subsidiaries not subject to
dividend restrictions was $510 million. Moreover, Century's rights to
receive assets of any subsidiary upon its liquidation or reorganization
(and the ability of holders of Senior Debt Securities to benefit
indirectly therefrom) are subject to the prior claims of creditors of
that subsidiary.
Except to the extent otherwise provided below or in any Prospectus
Supplement, neither the Indenture nor the Senior Debt Securities to be
offered thereby (i) limit the amount of secured or unsecured
indebtedness that may be issued or incurred by Century or any of its
subsidiaries, (ii) restrict the payment of dividends by Century or the
sale or transfer of Century's assets or (iii) contain provisions that
would afford holders of Senior Debt Securities protection in the event
of a change in control, highly leveraged transaction, recapitalization
or similar transaction involving Century, any of which could adversely
affect the holders of Senior Debt Securities.
The Prospectus Supplement relating to any particular Series being
offered thereby will set forth a description of such Series, including
(i) the title and aggregate principal amount of such Series; (ii)
Century's net proceeds from the sale thereof; (iii) the price or prices
at which such Series will be issued; (iv) the date or dates of maturity;
(v) the rate or rates per annum, if any, at which such Series will bear
interest or the method of determining such rate or rates; (vi) the date
or dates from which any such interest will accrue and the date or dates
at which any such interest will be payable; (vii) the terms of any
conversion or exchange rights; (viii) the terms for redemption or early
payment, if any, including any mandatory or optional sinking fund or
similar provisions; (ix) any special United States federal income tax
considerations applicable to such Series; (x) any special provisions
relating to the defeasance of such Series; or (xi) any other special
considerations or specific provisions applicable to such Series.
Reference is also made to such Prospectus Supplement for information
regarding any additional covenants that may relate to such Series.
The Senior Debt Securities may bear interest at a fixed or
floating rate. Senior Debt Securities bearing no interest or interest
at a rate that at the time of issuance is below the prevailing market
rate may be sold at a discount below their stated principal amount.
The Indenture is, and the Senior Debt Securities will be, governed
by Louisiana law. The Indenture is subject to and governed by the Trust
Indenture Act of 1939, as amended.
Denominations, Registration and Transfer
Unless otherwise provided in any Board Resolution and described in
the related Prospectus Supplement, the Senior Debt Securities will be
issued only in fully registered form and in denominations of $1,000 or
any multiples thereof (Section 2.03). The Trustee will act as the
registrar of each Series (Section 2.05). No service charge will be made
for any registration of transfer or exchange of Senior Debt Securities,
or issue of new Senior Debt Securities in the event of a partial
redemption of any Series, but Century may generally require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith (Section 2.05). The Trustee may appoint an
authenticating agent for any Series to act on the Trustee's behalf in
connection with authenticating Senior Debt Securities of such Series
issued upon the exchange, transfer or partial redemption thereof
(Section 2.10). The Trustee may at any time rescind the designation of
any such agent (Section 2.10).
Century shall not be required (i) to issue, register the transfer
of or exchange the Senior Debt Securities of any Series during a period
beginning 15 days before any selection of Senior Debt Securities of that
Series to be redeemed and ending at the close of business on the day of
mailing of the relevant redemption notice or (ii) to register the
transfer of or exchange any Senior Debt Securities of any Series, or
portions thereof, called for redemption (Section 2.05).
Payment and Paying Agents
Unless otherwise indicated in any Prospectus Supplement, payment
of principal of (and premium, if any) and interest on Senior Debt
Securities of any Series will be made in U.S. dollars at the principal
office of Century's Paying Agent or, at the option of Century, by check
in U.S. dollars mailed or delivered to the person in whose name such
Senior Debt Security is registered. Unless otherwise indicated in any
Prospectus Supplement and subject to certain exceptions provided for in
the Indenture, payment of any installment of interest on any Series will
be made to the person in whose name such Senior Debt Security is
registered at the close of business on the record date established under
the Indenture for the payment of interest (Section 2.03).
Unless otherwise indicated in any Prospectus Supplement, the
Trustee will act as Century's sole Paying Agent and the principal office
of the Trustee, 417 North 20th Street, Birmingham, Alabama, will be
designated as such agent's office for purposes of payments with respect
to Senior Debt Securities. Any other Paying Agents initially designated
by Century with respect to any Series will be named in the related
Prospectus Supplement. Century may at any time designate additional
Paying Agents or rescind the designation of any Paying Agents or approve
a change in the office through which any Paying Agent acts, except that
Century will be required to maintain a Paying Agent in the Borough of
Manhattan, City and State of New York, or Monroe, Louisiana. (Sections
4.02 and 4.03).
Any money set aside by Century for the payment of principal of
(and premium, if any) or interest on any Senior Debt Securities that
remains unclaimed two years after such payment has become due and
payable will be repaid to Century on May 31 following the expiration of
such two-year period and the holder of such Senior Debt Security may
thereafter look only to Century for payment thereof (Section 11.05).
Conversion or Exchange Rights
The terms and conditions, if any, upon which any series of Senior
Debt Securities are convertible or exchangeable into Common Stock,
Preferred Stock or other securities of Century or any other issues will
be set forth in the applicable Prospectus Supplement relating thereto.
Such terms will include the type of security into which such Senior Debt
Securities are convertible or exchangeable, the conversion or exchange
price (or manner of calculation thereof), the conversion or exchange
period, the provisions as to whether such conversion or exchange rights
will be at the option of the holders of such Senior Debt Securities or
Century, the events requiring an adjustment of the conversion or
exchange price and any restrictions on conversion or exchange.
Redemption and Sinking Fund Provisions
Each Series may be redeemed, in whole or in part, upon not less
than 30 days' and not more than 60 days' notice at the redemption prices
and subject to the terms and conditions (including those relating to any
sinking fund established with respect to such Series) that will be set
forth in a Board Resolution or supplemental indenture and in the
Prospectus Supplement relating to such Series (Sections 3.01 and 3.02).
If less than all of the Senior Debt Securities of the Series are to be
redeemed, the Trustee shall select the Senior Debt Securities of such
Series, or portions thereof, to be redeemed pro rata, by lot or by any
other method the Trustee shall deem fair and reasonable (Section 3.02).
Replacement of Securities
Any Senior Debt Security that becomes mutilated, destroyed, lost
or stolen will be replaced by Century at the expense of the holder upon
delivery to Century and the Trustee of the Senior Debt Security or
evidence of the destruction, loss or theft thereof satisfactory to
Century and the Trustee. An indemnity satisfactory to the Trustee and
Century may be required before a replacement security will be issued
(Section 2.07).
Events of Default and Notice Thereof
Unless otherwise specified in any Prospectus Supplement, the terms
and conditions set forth under this heading will govern defaults under
the Indenture.
The Indenture provides that the following described events
constitute Events of Default with respect to each Series: (a) failure
for 30 Business Days to pay interest on the Senior Debt Securities of
that Series when due; (b) failure to pay principal of (or premium, if
any, on) the Senior Debt Securities of that Series when due (whether at
maturity, upon redemption, by declaration or otherwise) or to make any
sinking or analogous fund payment with respect to that Series unless
caused solely by a wire transfer malfunction or similar problem outside
Century's control; (c) failure to observe or perform any other covenant
of that Series for 60 days after written notice with respect thereto or
(d) certain events relating to bankruptcy, insolvency or reorganization
(Section 6.01).
If an Event of Default shall occur and be continuing (the default
not having been cured or waived) with respect to any Series and if it is
known to the Trustee, the Trustee is required to mail to each holder of
such Series a notice of the Event of Default within 90 days of such
default (Section 6.07).
Upon an Event of Default, the Trustee or the holders of not less
than 25% in aggregate outstanding principal amount of any Series, by
notice in writing to Century (and to the Trustee if given by such
holders), may declare the principal of all Senior Debt Securities of
that Series due and payable immediately, but the holders of a majority
in aggregate outstanding principal amount of such Series may rescind
such declaration and waive the default if the default has been cured and
a sum sufficient to pay all matured installments of interest and
principal (and premium, if any) has been deposited with the Trustee
before any judgment or decree for such payment has been obtained or
entered (Section 6.01).
Holders of Senior Debt Securities may not enforce the Indenture
except as provided therein. Subject to the provisions of the Indenture
relating to the duties of the Trustee, if an Event of Default occurs and
is continuing the Trustee will be under no obligation to exercise any of
the rights or powers under the Indenture at the request or direction of
any holders of the affected Series, unless, among other things, the
holders shall have offered the Trustee indemnity reasonably satisfactory
to it. Subject to the indemnification provisions and certain
limitations contained in the Indenture, the holders of a majority in
aggregate principal amount of the Senior Debt Securities of such Series
then outstanding will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. The
holders of a majority in aggregate principal amount of the then
outstanding Senior Debt Securities of any Series affected by a default
may, in certain cases, waive such default except a default in payment of
principal of, or any premium, if any, or interest on, the Senior Debt
Securities of that Series or a call for redemption of the Senior Debt
Securities of that Series (Sections 6.04 and 6.06).
Century will be required to furnish to the Trustee annually a
statement as to the performance by it of certain of its obligations
under the Indenture and as to any default in such performance (Section
5.03).
Discharge and Defeasance
The Indenture provides that Century may discharge the Indenture
with respect to any Series, subject to certain exceptions, if at any
time (i) Century delivers to the Trustee for cancellation all
outstanding Senior Debt Securities of such Series previously
authenticated and for whose payment money or U.S. Government Obligations
have been deposited in trust by Century or (ii) all outstanding Senior
Debt Securities of such Series not previously delivered to the Trustee
for cancellation by Century shall have become due and payable or are to
become due and payable or called for redemption within one year and
Century has deposited or caused to be deposited with the Trustee the
entire amount in moneys or U.S. Government Obligations sufficient,
without reinvestment, to pay at maturity or upon redemption such
outstanding Senior Debt Securities, including principal (and premium, if
any) and interest due or to become due to such date of maturity or
redemption, and if Century shall also pay or cause to be paid all other
sums payable thereunder with respect to such Series (Section 11.01).
Additionally, the Indenture provides that Century may discharge
all of its obligations under the Indenture with respect to any Series,
subject to certain exceptions, if at any time all outstanding Senior
Debt Securities of such Series not previously delivered to the Trustee
for cancellation by Century or which have not become due and payable as
described above shall have been paid by Century by depositing
irrevocably with the Trustee moneys or U.S. Government Obligations
sufficient to pay at maturity or upon redemption such outstanding Senior
Debt Securities, including principal (and premium, if any) and interest
due or to become due to such date of maturity or redemption, and if
Century shall also pay or cause to be paid all other sums payable
thereunder with respect to such Series (Section 11.02).
Merger and Consolidation
Nothing in the Indenture or any of the Senior Debt Securities
prevents Century from consolidating or merging with or into, or selling
or otherwise disposing of all or substantially all of its assets to,
another corporation, subject to Century's agreement (i) to obtain in
connection therewith a supplemental indenture pursuant to which the
surviving entity or transferee agrees to assume Century's obligations
under all outstanding Senior Debt Securities, including the due and
punctual payment of the principal of (and premium, if any, on) and
interest on such outstanding Senior Debt Securities, and (ii) that such
surviving entity or transferee is organized under the laws of the United
States, any state thereof or the District of Columbia (Section 10.01).
Modification of Indenture
The Indenture contains provisions permitting Century, when
authorized by a Board Resolution, and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of
the Senior Debt Securities of any Series at the time outstanding and
affected by such modification, to modify the Indenture or any
supplemental indenture affecting that Series or the rights of the
holders thereof. However, no such modification shall (i) extend the
fixed maturity of any Senior Debt Securities of any Series, reduce the
principal amount thereof, reduce the rate or extend the time of payment
of interest thereon or reduce any premium payable upon the redemption
thereof, without the consent of the holder of each Senior Debt Security
so affected, or (ii) reduce the aforesaid percentage of Senior Debt
Securities, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each Senior
Debt Security then outstanding and affected thereby (Section 9.02).
Century and the Trustee may execute, without the consent of any
holder of Senior Debt Securities, any supplemental indenture for certain
other usual purposes such as (i) creating a new Series; (ii) evidencing
the assumption by any successor to Century of Century's obligations
under the Indenture; (iii) adding covenants to the Indenture for the
protection of the holders of Senior Debt Securities; (iv) curing any
ambiguity or inconsistency in the Indenture; and (v) changing or
eliminating any provisions of the Indenture provided that there is no
outstanding Senior Debt Security of any Series created prior to such
change which would benefit therefrom (Sections 2.01, 9.01 and 10.01).
Limitations on Liens
The Indenture provides that Century will not, while any of the
Senior Debt Securities remain outstanding, create or suffer to exist any
mortgage, lien, pledge, security interest or other encumbrance
(individually, a "Lien" and collectively, "Liens") upon Century's
property, whether now owned or hereafter acquired, unless it shall
secure the Senior Debt Securities then outstanding by such Lien equally
and ratably with all obligations and indebtedness thereby secured so
long as such obligations and indebtedness remain so secured.
Notwithstanding the foregoing, the Indenture will not restrict Century
from creating or suffering to exist:
(i) Liens upon property hereafter acquired by Century or Liens
on such property at the time of the acquisition thereof, or
conditional sales agreements or title retention agreements
with respect to any such property;
(ii) Liens on the stock of a corporation which, when such Liens
arise, concurrently becomes a subsidiary of Century, or
Liens on all or substantially all of the assets of a
corporation arising in connection with Century's purchase
thereof;
(iii) Liens for taxes and similar levies; deposits to secure
performance or obligations under certain specified
circumstances and laws; mechanics' Liens and similar Liens
arising in the ordinary course of business; Liens created by
or resulting from legal proceedings being contested in good
faith; certain specified zoning restrictions and other
restrictions on the use of real property; interests of
lessors in property subject to any capitalized lease; and
certain other similar Liens generally arising in the
ordinary course of business;
(iv) Liens existing on the date of the Indenture;
(v) Liens upon Century's property arising in connection with the
merger or consolidation of affiliates of Century with or
into Century; and
(vi) Liens that replace, extend or renew any Lien otherwise
permitted under the Indenture (Sections 4.05 and 4.06).
The restriction in the Indenture described above would not afford
the holders of the Senior Debt Securities protection in the event of a
highly leveraged transaction in which unsecured indebtedness was
incurred or in which the Liens arising in connection therewith were
freely permitted under the Indenture, nor would it afford protection in
the event of one or more highly leveraged transactions in which secured
indebtedness was incurred by Century's subsidiaries. However, in the
event of one or more highly leveraged transactions in which secured
indebtedness was incurred by Century, these provisions would require the
Senior Debt Securities to be secured equally and ratably with such
indebtedness, subject to the exceptions described above.
Concerning the Trustee
The Trustee, prior to the occurrence of an Event of Default,
undertakes to perform only such duties as are specifically set forth in
the Indenture and, after the occurrence of an Event of Default, shall
exercise the same degree of care as a prudent person would exercise in
the conduct of such person's own affairs (Section 7.01). Subject to
such provision, the Trustee is under no obligation to exercise any of
the rights or powers vested in it by the Indenture at the request, order
or direction of any holders of Senior Debt Securities, unless offered
reasonable security or indemnity by such holders against the costs,
expenses and liabilities which might be incurred thereby (Section 7.02).
The Trustee is not required to expend or risk its own funds or incur
personal financial liability in the performance of its duties if the
Trustee reasonably believes that repayment of such funds or liability or
adequate indemnity is not reasonably assured to it (Section 7.01).
Century shall pay the Trustee reasonable compensation and reimburse it
for all reasonable expenses incurred in accordance with the Indenture
(Section 7.06).
The Trustee may resign with respect to one or more Series and a
successor Trustee may be appointed to act with respect to such Series
(Section 7.10).
The Trustee also serves as trustee for certain of Century's
employee benefit plans, and provides revolving credit and other
traditional banking services to Century. The following officers and
directors of Century act as non-voting advisory directors of a regional
division of the Trustee: Clarke M. Williams, Chairman of the Board,
Glen F. Post, III, President, Chief Executive Officer and Vice Chairman
of the Board, and William R. Boles, Jr., Director.
DESCRIPTION OF THE PREFERRED STOCK
General
Century's Articles of Incorporation authorize the issuance of
2,000,000 shares of Preferred Stock, par value $25.00 per share. As of
September 30, 1997, Century had outstanding an aggregate of 324,238
shares of its Series H and Series L Preferred Stock. Subject to
limitations prescribed by law, the Board of Directors is authorized at
any time to issue one or more series of Preferred Stock, to determine
the designation and size of any such series; and to establish the rights
and preferences of the shares of any such series. The particular terms
of any series of Preferred Stock offered hereunder will be described in
the applicable Prospectus Supplement. It is anticipated that any series
of Preferred Stock issued hereunder will rank pari passu with Century's
outstanding Series H and Series L Preferred Stock as to dividend
payments and liquidation distributions. However, if so indicated in a
Prospectus Supplement, the terms of any such series may differ from the
terms set forth herein.
The summary of terms of Century's Preferred Stock contained in
this Prospectus does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of Century's Articles of
Incorporation and the articles of amendment relating to each series of
the Preferred Stock that will be filed as an exhibit to or incorporated
by reference in the Registration Statement of which this Prospectus is a
part at or prior to the time of issuance of such series.
The Board of Directors is authorized to determine, for each series
of Preferred Stock, and the Prospectus Supplement shall set forth with
respect to such series: (i) whether the holders thereof shall be
entitled to cumulative, noncumulative, or partially cumulative dividends
and, with respect to shares entitled to dividends, the dividend rate or
rates, including without limitation the methods and procedures for
determining such rate or rates, and any other terms and conditions
relating to such dividends; (ii) whether, and if so to what extent and
upon what terms and conditions, the holders thereof shall be entitled to
rights upon the liquidation of, or upon any distribution of the assets
of, the Company; (iii) whether, and if so upon what terms and
conditions, such shares shall be convertible into Common Stock, Senior
Debt Securities, any other series of Preferred Stock, or any other
securities of Century, or exchangeable for the securities of any other
corporation; (iv) whether, and if so upon what terms and conditions,
such shares shall be redeemable; (v) whether the shares shall be subject
to any sinking fund provided for the purchase or redemption of such
shares and, if so, the terms of such fund; (vi) whether the holders
thereof shall be entitled to voting rights and, if so, the terms and
conditions for the exercise thereof; and (vii) whether the holders
thereof shall be entitled to other preferences or rights, and, if so,
the qualifications, limitations, or restrictions of such preferences or
rights.
Outstanding Preferred Stock
Series H Preferred Stock. As of September 30, 1997, Century had
outstanding 5,238 shares of Preferred Stock, Series H (the "Series H
Preferred Stock"). Each share of Series H Preferred Stock that has been
beneficially owned by the same person or entity continuously since May
30, 1987 generally entitles the holder to ten votes on all matters duly
submitted to a vote of stockholders until transfer of such stock.
Otherwise, each share entitles the holder thereof to one vote per share.
Holders of Series H Preferred Stock are entitled to receive dividends at
the rate of 7% per annum, payable in quarterly installments. Dividends
on Series H Preferred Stock are cumulative and dividends cannot be paid
with respect to Common Stock unless all cumulative dividends on all
shares of Series H Preferred Stock shall have been paid. The Series H
Preferred Stock ranks pari passu with the Series L Preferred Stock
(defined below) with respect to the payment of the dividends. In the
event of liquidation, dissolution or winding up of the Company, holders
of Series H Preferred Stock are entitled to receive, pro rata with all
other holders of Preferred Stock of whatever series, $25.00 per share
plus accrued and unpaid dividends, before any payment is made to holders
of Common Stock. Shares of Series H Preferred Stock are convertible,
at the option of the holder, into shares of Common Stock at the rate of
one and twelve thirteenths (1-12/13ths) shares of Common Stock for each
share of Series H Preferred Stock converted, subject to adjustment in
case of certain corporate events which may have the effect of diluting
the shares of Common Stock received upon such conversion (a "Diluting
Event").
Series L Preferred Stock. As of September 30, 1997, Century had
outstanding 319,000 shares of 5% Cumulative Convertible Series L
Preferred Stock (the "Series L Preferred Stock"). Each share of Series
L Preferred Stock entitles the holder thereof to one vote on all matters
duly submitted to a vote of stockholders. The holder of each share of
Series L Preferred Stock is entitled to receive an annual cash dividend
of $1.25, payable in quarterly installments. Dividends on Series L
Preferred Stock are cumulative and dividends cannot be paid with respect
to Common Stock unless all cumulative dividends on all shares of Series
L Preferred Stock shall have been paid. The Series L Preferred Stock
ranks pari passu with the Series H Preferred Stock with respect to the
payment of dividends. In the event of liquidation, dissolution or
winding up of the Company, holders of Series L Preferred Stock are
entitled to receive, pro rata with all other holders of Preferred Stock
of equal rank, including the Series H Preferred Stock, $25.00 per share
plus accrued and unpaid dividends, before any payment is made to holders
of Common Stock. Each share of Series L Preferred Stock is
convertible, at the option of the holder, into the number of shares of
Common Stock derived by dividing $25.00 by the "Conversion Price"
(defined in the Articles of Incorporation as $41.25, subject to
adjustment upon the occurrence of certain specified Diluting Events).
DESCRIPTION OF THE COMMON STOCK
As of the date of this Prospectus, Century's Articles of
Incorporation authorizes the issuance of 175,000,000 shares of Common
Stock, $1.00 par value per share. As of September 30, 1997, 60,519,391
shares of Common Stock were outstanding. The Common Stock is listed for
trading on the New York Stock Exchange.
Voting Rights
Under Century's Articles, each share of Common Stock that has been
beneficially owned by the same person or entity continuously since May
30, 1987 generally entitles the holder thereof to ten votes on all
matters duly submitted to a vote of stockholders. Otherwise, each share
entitles the holder thereof to one vote per share. Accordingly, each
share issued in connection with this Prospectus will entitle the holder
to one vote, and, subject to the possibility of Century issuing ten-vote
shares in connection with business combinations accounted for as
poolings of interest, each other share of Common Stock issued by Century
in the future will entitle the holder to one vote. Holders of Century
Stock do not have cumulative voting rights. As a result, the holders of
more than 50% of the voting power may elect all of the directors if they
so desire. As of March 10, 1997, the trustee for two of Century's
employee benefit plans was the record holder of Common Stock having
approximately 36.1% of the total voting power of all classes of
Century's capital stock. The trustee votes these shares in accordance
with the instructions of Century's employees.
Other Rights
Subject to the rights of the holders of any outstanding shares of
Preferred Stock, holders of Common Stock are entitled to receive such
dividends, in cash, securities, or property, as may from time to time be
declared by the Board of Directors. In the event of any liquidation,
dissolution, or winding up of the Company, either voluntary or
involuntary, after payment shall have been made to the holders of
preferred stock of the full amount to which they shall be entitled, the
holders of Common Stock shall be entitled to share ratably, according to
the number of shares held by them, in all remaining assets of the
Company available for distribution. Shares of Common Stock are not
redeemable and have no subscription, conversion or preemptive rights.
Preferred Share Purchase Rights
On August 27, 1996, the Board of Directors of Century declared a
dividend of one preference share purchase right (a "Right") for each
outstanding share of Common Stock. The dividend was payable on November
1, 1996 to stockholders of record on September 30, 1996 (the "Record
Date"). Each Right entitles the registered holder to purchase from
Century one one-hundredth of a share of Series BB Participating
Cumulative Preference Stock, par value $25 per share (the "Preference
Shares"), of Century at a price of $110 per one one-hundredth of a
Preference Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
dated as of August 27, 1996 (the "Rights Agreement") between Century and
Harris Trust and Savings Bank (successor-in-interest to Society National
Bank), as Rights Agent (the "Rights Agent").
The Rights become exercisable upon the earlier to occur of (i) 10
days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of 15% or more of the outstanding Common Stock or
(ii) 10 business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date").
The Rights are not exercisable until the Distribution Date. The
Rights will expire on November 1, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by Century, in each case as described
below.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise
price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value at the time of
such occurrence of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Stock, the Board of Directors of Century may
exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio
of one share of Common Stock, or one one-hundredth of a Preference
Share, per Right (subject to adjustment).
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more
of the outstanding Common Stock, the Board of Directors of Century may
redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of Century, including, without limitation,
the right to vote or to receive dividends.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is an exhibit to the Registration Statement of which
this Prospectus forms a part.
DESCRIPTION OF THE WARRANTS
Century may issue Warrants for the purchase of Senior Debt
Securities, Preferred Stock or Common Stock. Warrants may be issued
independently or together with other Securities offered by any
Prospectus Supplement and may be attached to or separate from any such
Securities. Each series of Warrants will be issued under a separate
warrant agreement (a "Warrant Agreement") to be entered into between
Century and a bank or trust company, as warrant agent (the "Warrant
Agent"). The Warrant Agent will act solely as an agent of Century in
connection with the Warrants and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial
owners of Warrants. The following summary of certain provisions of the
Warrants does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the provisions of the Warrant
Agreement that will be filed with the Commission in connection with the
offering of such Warrants.
The Prospectus Supplement relating to any particular issue of
Warrants to issue Senior Debt Securities, Common Stock or Preferred
Stock will describe the terms of such Warrants, including the following:
(a) the title of such Warrants; (b) the offering price for such
Warrants, if any; (c) the aggregate number of such Warrants; (d) the
designation and terms of the Senior Debt Securities, Preferred Stock or
Common Stock purchasable upon exercise of such Warrants; (e) if
applicable, the designation and terms of the Securities with which such
Warrants are issued and the number of such Warrants issued with each
such Security; (f) if applicable, the date from and after which such
Warrants and any Securities issued therewith will be separately
transferable; (g) the number of shares of Common Stock or Preferred
Stock, or in the case of Warrants to purchase Senior Debt Securities the
amount of Senior Debt Securities, purchasable upon exercise of a Warrant
and the price at which such Securities may be purchased upon exercise;
(h) the date on which the right to exercise such Warrants shall commence
and the date on which such right shall expire; (i) if applicable, the
minimum or maximum amount of such Warrants that may be exercised at any
one time; (j) the currency or currency units in which the offering
price, if any, and the exercise price are payable; (k) if applicable, a
discussion of material United States federal income tax considerations;
(l) the antidilution provisions of such Warrants, if any; (m) the
redemption or call provisions, if any, applicable to such Warrants; and
(n) any additional terms of the Warrants, including terms, procedures,
and limitations relating to the exchange and exercise of such Warrants.
PLAN OF DISTRIBUTION
Century may sell Securities (i) through underwriters or dealers,
(ii) directly to one or more purchasers, (iii) through agents, or (iv)
through a combination of any such methods of sale. The applicable
Prospectus Supplement will set forth the terms of the offering of the
Securities offered thereby, including the initial public offering price,
the name or names of any underwriters, dealers or agents, any
underwriting discounts and other items constituting underwriters'
compensation from Century, any agents' commissions and any discounts,
concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers. Only underwriters so named in the
Prospectus Supplement shall be deemed to be underwriters in connection
with the Securities offered thereby.
Underwriters may offer and sell any series of Securities at a
fixed price or prices, which may be changed, or from time to time at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Century also may
directly offer and sell any Securities in exchange for, among other
things, one or more of its outstanding issues of debt or convertible
debt securities. Century also may from time to time authorize agents
acting on a best efforts basis to solicit or receive offers to purchase
any Securities upon the terms and conditions set forth in the related
Prospectus Supplement. In connection with the sale of any Securities,
underwriters or agents may be deemed to have received compensation from
Century in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of such Securities for whom
they may act as agents. Underwriters may sell any Securities to or
through dealers, and such dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent, or both.
Underwriters, dealers and agents may be entitled, under agreements
entered into with Century, to indemnification against and contributions
toward certain civil liabilities, including liabilities under the
Securities Act. Century may agree to reimburse underwriters or agents
for certain expenses incurred in connection with the distribution of any
Securities. Certain of the underwriters, dealers or agents and their
respective associates may be customers of, engage in transactions with,
and perform services for, Century in the ordinary course of business.
The obligations of the underwriters to purchase the Securities offered
will be subject to certain conditions precedent, and, unless otherwise
indicated in the related Prospectus Supplement, the underwriters will be
obligated to purchase all such Securities if any such securities are
purchased.
If so indicated in the applicable Prospectus Supplement, Century
will authorize agents, underwriters, or dealers to solicit offers by
certain institutional investors to purchase Securities providing for
payment and delivery on a future date specified in the Prospectus
Supplement. There may be limitations on the minimum amount which may be
purchased by any such institutional investor or on the portion of the
aggregate principal amount of the particular Securities that may be sold
pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings
banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and such other institutions as
may be approved by Century. The obligations of any such purchasers
pursuant to such delayed delivery and payment arrangements will not be
subject to any conditions except (i) the purchase by an institution of
the particular Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to
which such institution is subject and (ii) if the particular Securities
are being sold to underwriters, Century shall have sold to such
underwriters the total principal amount of such Securities less the
principal amount thereof covered by such delayed payment and delivery
arrangements. Underwriters will not have any responsibility in respect
of the validity of such arrangements or the performance of Century or
such institutional investors thereunder.
Except for the Common Stock, none of the Securities when first
issued will have an established trading market. Any underwriters or
agents to or through whom such Securities are sold by Century for public
offering and sale may make a market in such Securities, but such
underwriters or agents will not be obligated to do so and may
discontinue any market making at any time without notice. If the
Securities are traded after their initial issuance, they may trade at a
discount from their initial public offering price, depending on general
market conditions, the market for similar securities, the Company's
performance and other factors. Other than with respect to the Common
Stock, which is currently traded on the New York Stock Exchange, there
can be no assurance that an active public market for the Securities will
develop or be maintained.
LEGAL MATTERS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the securities will be
passed upon for Century by Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. Certain legal matters relating to offerings of
Securities will be passed upon on behalf of the applicable underwriters,
dealers or agents by counsel named in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and related financial
statement schedules of the Company as of December 31, 1995 and 1996, and
for each of the years in the three-year period ended December 31, 1996,
included in Century's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, incorporated by reference herein, have been
incorporated by reference in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which is also
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.
The financial statements from Pacific Telecom, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 included in
this prospectus and elsewhere in the Registration Statement have been
audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports appearing herein and elsewhere in the Registration
Statement, and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
* * * * * * * * * *
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses payable by Century in connection
with the offering described in the Registration Statement are as
follows:
Commission registration fee $ 442,500
Printing and engraving expenses 10,000
Legal fees and expenses 50,000
Accounting fees and expenses 50,000
Blue Sky fees and expenses
(including legal fees) 6,500
Fees and expenses of Trustee (including
legal fees) 15,000
Rating agency fees 610,000
Miscellaneous 10,000
__________
Total........................................$1,194,000
Item 15. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in
part that a corporation may indemnify any director, officer, employee or
agent of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to
which he is or was a party or is threatened to be made a party
(including any action by or in the right of the corporation) if such
action arises out of his acts on behalf of the corporation and he acted
in good faith not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business
Corporation Law are not exclusive; however, no corporation may indemnify
any person for willful or intentional misconduct. A corporation has the
power to obtain and maintain insurance, or to create a form of self-
insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal
authority to indemnify the insured person against such liability.
Article II, Section 10 of Century's by-laws (the "Indemnification
By-law") provides for mandatory indemnification for directors and
officers or former directors and officers of Century to the fullest
extent permitted by Louisiana law.
Century's Articles of Incorporation authorize it to enter into
contracts with directors and officers providing for indemnification to
the fullest extent permitted by law. Century has entered into
indemnification contracts providing contracting directors or officers
the procedural and substantive rights to indemnification currently set
forth in the Indemnification By-law ("Indemnification Contracts"). The
right to indemnification provided by each Indemnification Contract
applies to all covered claims, whether such claims arose before or after
the effective date of the contract.
Century maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.
The Indemnification Contracts provide that, to the extent insurance is
reasonably available, Century will maintain comparable insurance
coverage for each contracting party as long as he serves as an officer
or director and thereafter for so long as he is subject to possible
personal liability for actions taken in such capacities. The
Indemnification Contracts also provide that if Century does not maintain
comparable insurance, it will hold harmless and indemnify a contracting
party to the full extent of the coverage that would otherwise have been
provided for thereunder.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Century pursuant to the foregoing provisions, or
otherwise, Century has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Item 16. Exhibits.
The exhibits to this registration statement are listed in the
exhibit index, which appears elsewhere herein and is incorporated herein
by reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of Century's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
* * * * * * * * * *
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Pre-Effective Amendment No. 1 to this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monroe, State of Louisiana, on
December 24, 1997.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Harvey P. Perry
--------------------
Harvey P. Perry
Senior Vice President,
Secretary,
General Counsel and Director
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
* Chairman of the Board December 24, 1997
------------------ of Directors
Clarke M. Williams
* President, Chief December 24, 1997
----------------- Executive Officer and
Glen F. Post, III Vice Chairman of the
Board of Directors
* Senior Vice President and December 24, 1997
--------------------- Chief Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
* Controller December 24, 1997
--------------- (Principal Accounting Officer)
Murray H. Greer
* Senior Vice President- December 24, 1997
-------------- Corporate Development and Strategy
W. Bruce Hanks and Director
/s/ Harvey P. Perry Senior Vice President, December 24, 1997
-------------------- Secretary, General Counsel
Harvey P. Perry and Director
* Director December 24, 1997
--------------
Jim D. Reppond
* Director December 24, 1997
---------------------
William R. Boles, Jr.
* Director December 24, 1997
------------------
Ernest Butler, Jr.
* Director December 24, 1997
---------------
Calvin Czeschin
* Director December 24, 1997
----------------
James B. Gardner
* Director December 24, 1997
-------------------
R. L. Hargrove, Jr.
* Director December 24, 1997
-------------
Johnny Hebert
* Director December 24, 1997
-------------
F. Earl Hogan
* Director December 24, 1997
-------------------
C. G. Melville, Jr.
* Director December 24, 1997
---------------
Virginia Boulet
*By: /s/ Harvey P. Perry
--------------------
Harvey P. Perry
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
No. Exhibit
- ------- -------
1 Form of Underwriting Agreement to be used in connection with
sales of Senior Debt Securities.**
2.1 Stock Purchase Agreement dated June 11, 1997 by and between,
among others, Century and PacifiCorp Holdings, Inc.
(incorporated by reference to Exhibit 2.1 of Century's Current
Report on Form 8-K dated June 11, 1997), as amended by an
instrument dated as of November 5, 1997 (incorporated by
reference to Exhibit 2.2 to Century's Current Report on Form
8-K dated December 11, 1997).
3.1 Amended and Restated Articles of Incorporation of Century
(incorporated by reference to Exhibit 3(i) to Century's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1996).
3.2 By-laws of Century as amended through November 21, 1996
(incorporated by reference to Exhibit 3.2 of Century's
Registration Statement on Form S-4, Registration No. 333-
17015).
4.1 Rights Agreement dated as of August 27, 1996 between Century
and Harris Trust and Savings Bank (successor-in-interest to
Society National Bank), as Rights Agent (incorporated by
reference to Exhibit 1 to Century's Current Report on Form 8-K
filed August 30, 1996).
4.2 Indenture dated as of March 31, 1994 between Century and
Regions Bank (successor-in-interest to Regions Bank of
Louisiana and First American Bank & Trust of Louisiana), as
Trustee (incorporated by reference to Exhibit 25 to Century's
Registration Statement on Form S-3, Registration No. 33-
59215).
4.3 Form of Board Resolution to be used in designating and
authorizing the terms and conditions of any series of Senior
Debt Securities offered hereunder.**
4.4 Form of Senior Debt Security (included within Exhibit 4.3)**
4.5 Form of Preferred Stock.***
4.6 Form of Articles of Amendment to Century's Amended and
Restated Articles of Incorporation to be used in connection
with issuances of Preferred Stock.***
4.7 Form of Common Stock (incorporated by reference to Exhibit 4.1
of Century's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993).
4.8 Form of Warrant Agreement to purchase Senior Debt
Securities.***
4.9 Form of Senior Debt Security Warrant Certificate (included in
Exhibit 4.8).
4.10 Form of Warrant Agreement to purchase Preferred Stock.***
4.11 Form of Preferred Stock Warrant Certificate (included in
Exhibit 4.10).
4.12 Form of Warrant Agreement to purchase Common Stock.***
4.13 Form of Common Stock Warrant Certificate (included in Exhibit
4.12).
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.**
12 Statement regarding computation of ratio of earnings to fixed
charges.**
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Deloitte & Touche LLP.*
23.3 Consent of Jones Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.**
24 Power of Attorney.**
25 Statement of Eligibility of Trustee on Form T-1.*
99.1 Annual Report on Form 10-K of PTI for the year ended December
31, 1996, not including the exhibits thereto.**
99.2 Quarterly Report on Form 10-Q of PTI for the quarter ended
March 31, 1997, not including the exhibits thereto.**
99.3 Quarterly Report on Form 10-Q of PTI for the quarter ended
June 30, 1997, not including the exhibits thereto.**
99.4 Quarterly Report on Form 10-Q of PTI for the quarter ended
September 30, 1997, not including the exhibits thereto.**
99.5 Current Report on Form 8-K of PTI dated April 11, 1997, not
including the exhibits thereto.**
99.6 Current Report on Form 8-K of PTI dated September 30, 1997,
not including the exhibits thereto.**
________________
* Filed herewith.
** Previously filed.
*** To be filed by one or more post-effective amendments to this
registration statement pursuant to Rule 462(d) if the Company
determines that such securities are to be sold.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Century Telephone Enterprises, Inc.
We consent to the use of our report dated January 29, 1997, related to
the consolidated financial statements and related financial statement
schedules of Century Telephone Enterprises, Inc. as of December 31,
1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, incorporated by reference into, and to the
reference to our firm under the heading "Experts" in the prospectus
constituting part of, the Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 333-42013) of
Century Telephone Enterprises, Inc. to be filed on or about December
24, 1997.
/s/ KPMG PEAT MARWICK LLP
- -------------------------
KPMG PEAT MARWICK LLP
Shreveport, Louisiana
December 23, 1997
Exhibit 23.2
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
Pacific Telecom, Inc.:
We consent to the use in this Pre-Effective Amendment No. 1 to
Registration Statement No. 333-42013 of Century Telephone Enterprises,
Inc. on Form S-3 of our report dated January 27, 1997, appearing in
the Annual Report on Form 10-K included herein of Pacific Telecom,
Inc. for the year ended December 31, 1996.
We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Portland, Oregon
December 23, 1997
Registration No. 333-42013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
REGIONS BANK
(Exact names of trustees as specified in its charter)
Alabama State Banking Corporation 63-0371391
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
417 North 20th Street
Birmingham, Alabama 35203
(Address of principal (Zip Code)
executive offices)
Robert B. Rinehart
Regions Bank
60 Commerce Street
Montgomery, Alabama 36104
334-230-6120
(Name, address and telephone number
of agent for service)
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact names of obligors as specified in their charters)
Louisiana 72-0651161
(States or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification Nos.)
100 Century Park Drive
Monroe, Louisiana 71203
(Addresses of principal executive offices) (Zip Code)
ALL SENIOR DEBT SECURITIES
(Title of the indenture securities)
Item 1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Federal Deposit Insurance Corporation, Washington, D.C.
Alabama State Banking Department, Montgomery, AL.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with the obligors.
None.
Item 3. Voting securities of the trustee.
Not applicable.
Item 4. Trusteeships under other indentures.
Not applicable.
Item 5. Interlocking directorates and similar relationships with the
obligors or underwriters.
Not applicable.
Item 6. Voting securities of the trustee owned by the obligors or
their officials.
Not applicable.
Item 7. Voting securities of the trustee owned by underwriters or
their officials.
Not applicable.
Item 8. Securities of the obligors owned or held by the trustee.
Not applicable.
Item 9. Securities of underwriters owned or held by the trustee.
Not applicable.
Item 10. Ownership or holdings by the trustee of voting securities of
certain affiliates or security holders of the obligors.
Not applicable.
Item 11. Ownership or holdings by the trustee of any securities of a
person owning 50 percent or more of the voting securities of
the obligors.
Not applicable.
Item 12. Indebtedness of the obligors to the trustee.
Not applicable.
Item 13. Defaults by the obligors.
(a) State whether there is or has been a default with
respect to the securities under this indenture. Explain the
nature of any such default.
There is not, nor has there been, a default with respect to
the securities under this Indenture.
(b) If the trustee is a trustee under another
indenture under which any other securities, or certificates
of interest or participation in any other securities, of the
obligors are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state
whether there has been a default under any such indenture or
series, identify the indenture or series affected, and
explain the nature of any such default.
There has not been a default under any such indenture or series.
Item 14. Affiliations with the underwriters.
Not applicable.
Item 15. Foreign trustee.
Not applicable.
Item 16. List of exhibits.
The additional exhibits listed below are filed herewith:
exhibits, if any, identified in parentheses are on file with the
Commission and are incorporated herein by reference as exhibits hereto
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 and Rule
24 of the Commissions Rules of Practice.
1a. Restated Articles of Incorporation of the Trustee.
(Exhibit 1 to Form T-1, Registration No. 22-21909).
1b. Articles of Amendment to Restated Articles of
Incorporation of First Alabama Bank. (Exhibit 1b to
Form T-1, filed in connection with the Current Report
on Form 8-K of BellSouth Telecommunications, Inc. dated
October 9, 1997).
2. Not applicable.
3. Authorization of the trustee to exercise corporate
trust powers (Exhibit 3 to Form T-1, Registration No.
22-21909).
4. Bylaws of the Trustee. (Exhibit 4 to Form T-1,
Registration No. 33-60351).
5. Not applicable.
6. Consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939, as amended.
7. Latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising
or examining authority as of the close of business on
September 30, 1997.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirement of the Trust Indenture Act of 1939
the trustee, Regions Bank, a state banking corporation organized and
existing under the laws of the State of Alabama, has duly caused this
statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Montgomery
and State of Alabama, on the 24th day of December, 1997.
REGIONS BANK
By: /s/ Robert B. Rinehart
-----------------------
Robert B. Rinehart
Senior Vice President and Corporate
Trust Manager
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the proposed
issue of Debt Securities by Century Telephone Enterprises, Inc., we
hereby consent that reports of examination by Federal, State,
Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.
REGIONS BANK
By: /s/ Robert B. Rinehart
----------------------
Robert B. Rinehart
Senior Vice President -
Corporate Trust Manager
Dated: December 24, 1997
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
Regions Bank
of 417 North 20th Street, Birmingham, Alabama 35203
and Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act
DOLLAR
AMOUNT
IN
THOUSANDS
ASSETS ---------
- ------
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency and $ 689,874
coin
Interest-bearing balances 21,263
Securities:
Held to maturity securities 1,910,249
Available for sale securities 1,051,708
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold and securities purchased
under agreements to resell 265,959
Loans and lease financing receivables:
Loans and leases, net of unearned
income $ 10,900,087
Less: Allowance for loan and lease
losses 121,562
Less: Allocated transfer risk reserve 0
------------
Loans and leases, net of unearned income,
allowance, and reserve 10,778,525
Trading assets 23,217
Premises and fixed assets (including capitalized
leases) 168,942
Other real estate owned 8,093
Investments in unconsolidated subsidiaries and
associated companies 32,977
Customer's liability to this bank on acceptances
outstanding 29,916
Intangible assets 133,351
Other assets 353,209
-----------
TOTAL ASSETS $15,467,283
===========
LIABILITIES
- -----------
Deposits:
In domestic offices $11,254,909
Noninterest-bearing $ 1,624,984
Interest-bearing 9,620,925
---------
In foreign offices, Edge and Agreement 746,518
subsidiaries, and IBF's
Noninterest-bearing $ 0
Interest-bearing 746,518
---------
Federal funds purchased and securities sold under
agreements to repurchase 1,142,823
Demand notes issued to the U.S. Treasury 0
Trading liabilities 3,032
Other Borrowed money:
With a remaining maturity of one year or less 874,944
With a remaining maturity of one through three
years 57,903
With a remaining maturity of more than three
years 25,394
Bank's liability on acceptances executed and
outstanding 29,916
Subordinated notes and debentures 0
Other liabilities 232,370
TOTAL LIABILITIES 14,358,809
----------
EQUITY CAPITAL
- --------------
Perpetual Preferred Stock and Related Surplus 0
Common stock 100
Surplus 238,568
Undivided profits and capital reserves 666,159
Net unrealized holding gains (Losses) on
available-for-sale securities 3,647
Cumulative foreign currency translation
adjustments 0
TOTAL EQUITY CAPITAL 1,108,474
----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK
AND EQUITY CAPITAL $ 15,467,283
============
